<SUBMISSION>
<ACCESSION-NUMBER>0001012870-00-003864
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20000714
<ITEMS>5
<ITEMS>7
<FILING-DATE>20000720
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>EGGHEAD COM INC/DE
<CIK>0001026506
<ASSIGNED-SIC>5961
<IRS-NUMBER>770408319
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-29184
<FILM-NUMBER>676135
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1350 WILLOW ROAD
<STREET2>SUITE 100
<CITY>MENLO PARK
<STATE>CA
<ZIP>94025
<PHONE>6504702400
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1350 WILLOW ROAD
<CITY>MENLO PARK
<STATE>CA
<ZIP>94025
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>ONSALE INC
<DATE-CHANGED>19961216
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>ONSALE
<DATE-CHANGED>19961216
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM 8-K(7-14-2000)
<TEXT>

<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 8-K

                                CURRENT REPORT
                        Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported):  July 14, 2000

                               EGGHEAD.COM, INC.
--------------------------------------------------------------------------------
          (Exact name of the Registrant as specified in its charter)

                                   Delaware
                ----------------------------------------------
                (State or other jurisdiction of incorporation)

       000-29184                                           77-0408319
------------------------                       ---------------------------------
(Commission File Number)                       (IRS Employer Identification No.)






            1350 Willow Road, Menlo Park, CA                 94025
--------------------------------------------------------------------------------
         (Address of principal executive offices)          (Zip code)


                                (650) 470-2400
--------------------------------------------------------------------------------
                      (The Registrant's telephone number)

--------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)
<PAGE>

ITEM 5:  OTHER EVENTS.

     On July 14, 2000, the Registrant and Acqua Wellington North American
Equities Fund, Ltd. executed a Draw Down Notice providing for the sale of
2,000,757 shares of the Registrant's common stock at an average price of $1.96
per share pursuant to the terms of the notice and the common stock purchase
agreement entered into between the parties on February 17, 2000. The sale of the
shares was completed on July 18, 2000. The Registrant issued a press release
announcing the sale of the shares on July 19, 2000.

ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.

     (c)  Exhibits.
          --------

          99.01   Draw Down Notice dated July 18, 2000 between the Registrant
                  and Acqua Wellington North American Equities Fund, Ltd.

          99.02   Press release issued by the Registrant on July 19, 2000.

                                      -2-
<PAGE>

                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date:  July 19, 2000                   EGGHEAD.COM, INC.


                                       By: /s/ JOHN E. LABBETT
                                           ------------------------------------
                                           John E. Labbett
                                           Executive Vice President and
                                           Chief Financial Officer

                                      -3-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.01
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>DRAW DOWN NOTICE
<TEXT>

<PAGE>

                                                                   EXHIBIT 99.01

                               DRAW DOWN NOTICE

     Reference is made to the Common Stock Purchase Agreement dated as of
February 17, 2000 (the "Purchase Agreement") between Egghead.com, Inc., a
Delaware corporation (the "Company"), and Acqua Wellington North American
Equities Fund, Ltd. Capitalized terms used and not otherwise defined herein
shall have the meanings given such terms in the Purchase Agreement.

     In accordance with and pursuant to Section 6.1(i) of the Purchase
Agreement, the Company hereby issues this Draw Down Notice to exercise a Draw
Down request for the Draw Down Amount indicated below.


     Total Number of Shares:                1,000,000
                             ----------------------------------------
     Draw Down Pricing Period start date:         7/10/00
                                          ---------------------------
     Draw Down Pricing Period end date:           7/14/00
                                        -----------------------------
     Daily Purchase Price:       VWAP (for each day) minus $.375
                           ------------------------------------------
     Call Option Shares:                    1,000,757
                         --------------------------------------------
     Call Option Price:       VWAP (for each call day) minus $.375
                        ---------------------------------------------
     Minimum Threshold Price:                $2.00
                              ---------------------------------------
     Settlement Date:                       7/17/00
                      -----------------------------------------------

     The Call Option shall expire on 7/14/00.  The up to 2,000,757 shares of
Common Stock to be purchased pursuant to this Draw Down Notice are registered
under the Registration Statement.

     The Company hereby certifies that the conditions set forth in Section 5.3
of the Purchase Agreement have been satisfied as of the date hereof.
Notwithstanding anything in the Purchase Agreement to the contrary and for
purposes of this Draw Down Notice only, the parties acknowledge and agree to the
terms of this Draw Down Notice. The parties acknowledge and agree that on the
Settlement Date the Company will be obligated to deliver the Shares and the
Purchaser will deliver the purchase price of the Shares in accordance with the
terms of the Purchase Agreement. To the extent that the terms of this Draw Down
Notice conflict with the terms of the Purchase Agreement, the terms of this Draw
Down Notice shall control.
<PAGE>

Dated:     7/14/00                     Egghead.com, Inc.
       -----------------
                                       By: /s/ JOHN E. LABBETT
                                           ------------------------------------
                                           Name: John E. Labbett
                                           Title:  EVP/CFO

                                       1350 Willow Road
                                       Menlo Park, CA 94025
                                       Facsimile No.:  650-473-6990

Agreed and Acknowledged:

Acqua Wellington North American
 Equities Fund, Ltd.

By: /s/ ANTHONY L.M. INDER RIEDEN
    ---------------------------------
    Name: Anthony L.M. Inder Rieden
    Title:  Director
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.02
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

<PAGE>

                                                                   EXHIBIT 99.02

                    Egghead.com Adds $4 Million to Coffers

MENLO PARK, Calif., July 19 -- Egghead.com, Inc. (Nasdaq: EGGS - news), a
                                                          ----   ----
leading Internet technology retailer, today announced that it has sold
approximately two million shares of its common stock to Acqua Wellington North
American Equities Fund, Ltd. for approximately $4 million, as part of a
previously announced equity investment program. The shares were sold at a
discount of $0.375 per share during the pricing period and there are no other
commissions, warrants or other direct costs. Egghead.com previously raised $23
million from Acqua Wellington under this equity investment program.

"Acqua Wellington has proven to be a solid and consistent financial supporter of
our company even under volatile market conditions. This incremental cash, in
addition to our recent sale of a portion of our Onsale Japan holdings for $2.5
million, further strengthens our cash position," said Jerry Kaplan, CEO of
Egghead.com. "This investment completes sales of equity under our shelf
registration filed with the SEC in November 1999, and we have no immediate plans
to file for additional equity sales."

About Egghead.com

Egghead.com is a leading Internet retailer specializing in technology products
for the office and home. With an emphasis on Small Office/Home Office (SOHO) and
Small- to Medium-sized Enterprise (SME) customers, Egghead.com offers a wide
range of products from computer hardware and software, consumer electronics and
office products, to sporting goods and vacation packages. Its auction site
offers bargains on excess and closeout goods and services. Egghead.com combines
broad selection, low prices and excellent service to provide an outstanding
online shopping experience for businesses and consumers. Egghead.com is located
on the Internet at www.egghead.com.
                   ---------------

                                      ###

NOTE: Egghead.com and Onsale are registered trademarks of Egghead.com, Inc. All
other companies and their brand names mentioned are trademarks or registered
trademarks of their respective holders.

This press release contains "forward-looking" statements, including
projections about Egghead.com's business, within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. For example, statements in the future tense, and statements that the
company "expects," "plans," "estimates," "anticipates" or "believes,"
are forward-looking statements. These forward-looking statements are based on
information available to the company at the time of this release and the company
assumes no obligation to update any such forward-looking statements. The
statements in this release are not guarantees of future performance and actual
results could differ materially from current expectations as a result of
numerous factors. For example, there is no guarantee that additional funding
will be available on favorable terms or at all, or that current financial
reserves will be adequate to meet the company's plans or respond to changes in
the company's business prospects. These and other risks and uncertainties
associated with Egghead.com's business are detailed in its most recent Form 10-K
and Form 10-Q, and the prospectus and any supplements filed in connection with
the
<PAGE>

registration statement covering the offering to Acqua Wellington, which are on
file with the SEC and available through www.sec.gov.
                                        -----------
</TEXT>
</DOCUMENT>
</SUBMISSION>
